-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UwfSjS5CKuijEoQN9aCPaNjW7ZEGyMhgpx9VEXh/Zd8ItFR28QLCRVKEsUfN15GI Fshz4qUlZ5sqmfnoSwKReQ== 0000950152-07-009657.txt : 20071217 0000950152-07-009657.hdr.sgml : 20071217 20071217133519 ACCESSION NUMBER: 0000950152-07-009657 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071217 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071217 DATE AS OF CHANGE: 20071217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGILYSYS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 340907152 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 071309562 BUSINESS ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 BUSINESS PHONE: 2165873600 MAIL ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC DATE OF NAME CHANGE: 19920703 8-K 1 l29218ae8vk.htm AGILYSYS, INC. 8-K AGILYSYS, INC. 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: December 17, 2007
(Date of earliest event reported)
     
AGILYSYS, INC.
 
(Exact name of registrant as specified in its charter)
         
Ohio   000-5734   34-0907152
 
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
2255 Glades Road, Suite 301E, Boca Raton, Florida   33431
 
(Address of principal executive offices)   (ZIP Code)
Registrant’s telephone number, including area code: (561) 999-8700
     
N/A
 
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 7.01   Regulation FD Disclosure
On December 17, 2007, Agilysys, Inc. (the “Company”) announced it has completed the repurchase of 2,000,000 shares on the open market for a total of $30.4 million. Previously, on September 14, 2007, the Company announced that it had entered into a Rule 10b5-1 Plan to facilitate the repurchase of the shares.
Also on December 17, 2007, the Company announced that the Board of Directors has authorized an additional open-market repurchase of up to 2,500,000 shares. This additional repurchase will also be facilitated by a Rule 10b5-1 Plan. The Company anticipates that the Rule 10b5-1 Plan will be in place through the earlier of completion of the repurchase of all of the shares covered under the plan or October 31, 2008.
The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto.
All information in this report on Form 8-K is furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporated it by reference.
Item 9.01   Financial Statements and Exhibits
(d) Exhibits
     
99.1
  Press Release, dated December 17, 2007, announcing that Agilysys, Inc. completed the repurchase of 2,000,000 shares under a Rule 10b5-1 Plan and that the Board of Directors authorized an additional repurchase of 2,500,000 shares.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  AGILYSYS, INC.
 
 
  By:   /s/ Martin F. Ellis    
    Martin F. Ellis   
Date: December 17, 2007    Executive Vice President, Treasurer and Chief Financial Officer   
 

 


 

Exhibit Index
         
Exhibit Number   Description
  99.1    
Press Release, dated December 17, 2007, announcing that Agilysys, Inc. completed the repurchase of 2,000,000 shares under a Rule 10b5-1 Plan and that the Board of Directors authorized an additional repurchase of 2,500,000 shares.

 

EX-99.1 2 l29218aexv99w1.htm EX-99.1 EX-99.1
 

     
Exhibit 99.1
 
FOR IMMEDIATE RELEASE
Agilysys Completes Repurchase of 2,000,000 Shares Under Rule 10b5-1 Plan;
Board Authorizes Repurchase of Additional 2,500,000 Shares
BOCA RATON, Fla. — December 17, 2007 — Agilysys, Inc. (Nasdaq: AGYS), a leading provider of innovative IT solutions, announced today it has completed the repurchase of 2,000,000 shares on the open market at a total purchase price of approximately $30.4 million. On September 14, 2007, the company announced that it had entered into a Rule 10b5-1 Plan to facilitate the repurchase of the shares.
The company’s Board of Directors had authorized the repurchase of up to 2,000,000 shares during the one-year period following the September 19, 2007 expiration of its “Dutch Auction” self-tender offer. Including the shares repurchased in the self-tender offer, the company has repurchased approximately 22.5 percent of its previously outstanding shares in the past three months. Currently, approximately 24.8 million shares are outstanding.
The company further announced today that the Board has authorized the open-market repurchase by the company of up to an additional 2,500,000 shares. The company has entered into a Rule 10b5-1 Plan to facilitate the repurchase of the additional shares. The company anticipates that the Rule 10b5-1 Plan will be in place through the completion of the repurchase of all of the shares covered under the plan or October 31, 2008, whichever comes earlier.
“This additional open-market authorization is further confirmation of management’s and the Board’s confidence in our strategic plan to build a leading provider of innovative IT solutions,” said Arthur Rhein, Chairman, President and CEO.
Forward-Looking Language
Portions of this release, particularly the statements made by management and those that are not historical facts, are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current assumptions and expectations, and are subject to risks and uncertainties, many of which are beyond the control of Agilysys. Many factors could cause Agilysys actual results to differ materially from those anticipated by the forward-looking statements. These factors include those referenced in the Annual Report on Form 10-K or as may be described from time to time in Agilysys subsequent Securities and Exchange Commission (SEC) filings.
Potential factors that could cause actual results to differ materially from those expressed or implied by such statements include, but are not limited to, those relating to Agilysys long-term financial goals, anticipated revenue gains, sales volume, margin improvements, cost savings, capital expenditures, depreciation and amortization, and new product introductions.
Other associated risks include geographic factors, political and economic risks, the actions of Agilysys competitors, changes in economic or industry conditions or in the markets served by Agilysys, and the ability to appropriately integrate and derive performance from acquisitions, strategic alliances, and joint ventures.
In addition, this release contains time-sensitive information and reflects management’s best analysis only as of the date of this release. Agilysys does not undertake any obligation to publicly update or revise any

1


 

forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Information on the potential factors that could affect Agilysys actual results of operations is included in its filings with the SEC, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended March 31, 2007. Interested persons can obtain it free at the SEC’s Web site, www.sec.gov.
About Agilysys
Agilysys is a leading provider of innovative IT solutions to corporate and public-sector customers, with special expertise in select markets, including retail and hospitality. The company uses technology — including hardware, software and services — to help customers resolve their most complicated IT needs. The company possesses expertise in enterprise architecture and high availability, infrastructure optimization, storage and resource management, identity management and business continuity; and provides industry-specific software, services and expertise to the retail and hospitality markets. Headquartered in Boca Raton, Fla., Agilysys operates extensively throughout North America, with additional sales offices in the United Kingdom and China.
# # #
Contact:
Martin Ellis
Executive Vice President, Treasurer and Chief Financial Officer
Agilysys, Inc.
561-999-8780
martin.ellis@agilysys.com

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